Minority Rights in Public Corporations According to Corporate Governance; A Comparative Study between Iranian and American Law

Taqipoor, Bahram; Abbasi Sarmadi, Mahdi; Abedini, Hossein

doi:10.30497/law.2019.2376

Minority Rights in Public Corporations According to Corporate Governance; A Comparative Study between Iranian and American Law

Document Type : Research Article

Authors

¹ Assistant Professor-Faculty of Law and Political Science-University of Kharazmi

² Associate Professor- Faculty of Law and Political Science-University of Kharazmi

³ Ph.D. Candidate of Jurisprudence and Private Law- University of Kharazmi

10.30497/law.2019.2376

Abstract

Based on majority view in the management of public corporations, minority rights are less relevant and, in some cases, managers abuse their position. In this regard, solutions need to be provided to support minority shareholders. The American model of corporate governance system to protect the rights of minority shareholders includes "fair disclosure of financial information in both seasonal and annual reports, and the need for a disclosure committee to review and monitor reporting to supervisory bodies and the publication of dividends", "the need to get informed of the issues before the meeting and the possibility to submit a proposal to the general assembly by each of the shareholders in accordance with a number of precise procedures", "the necessity of forming a committee of candidates in each company and the possibility of filing a lawsuit" Designed by each of the shareholders against the offenders in the name of the company in the form of a derivative dispute Which is categorized into four categories of "information rights", "management rights", "control rights" and "procedural rights".
In Iran's law, although there is no special law on the "Corporate Governance", but in various laws related to public corporations, such as the "Bill of Amendments to the Part of the Trade Law Act of 1347" And regulations and instructions related to the Corporate Governance, such as "Annual Reporting of Managers to the General Assembly", "Acquainting Stockholders with the Issues of the Meeting before the Holding", and "The possibility of filing a minimum installment of one fifth of shareholders for managers under a number of conditions."
The present study is carried out with a comparative method and the collected data have been analyzed according to the legal provisions of the two legal systems studied. Identifying numerous deficiencies in mandatory legal provisions regarding minority rights in Iranian law, especially in the areas of "financial disclosure and transparency", "voting system" and "derivative action", including the findings and results of the present study. In each section, solutions and suggestions are provided.

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